by David Allen
Steve bent down and scooped up the fallen sheets of paper. He collected them together with several other sheets that were scattered about on the bed. The pile of papers were arranged into stack and then placed on top of his briefcase.
The document at the top of the stack was the new corporate by-laws. The first few pages were folded back. The document was opened to the page that outlined the voting guidelines that were to be approved during the Thursday morning meeting. The section that detailed the procedure in the case of a tie vote was highlighted with a large circle in red ink. Next to the circle, Steve had scrawled the word “Loophole” in the same red ink.
Chapter 29 - Defense
Joe Jackson got off of the penthouse elevator at exactly ten o’clock. The arrival of the elevator was announced through the home security system with several high pitched beeps. Steve opened the door to the foyer before Joe even had a chance to knock.
“That is some great security system you have there Steve,” said Joe, as he walked in. “So what’s up? You mentioned something about yesterday’s early morning meeting at the company, and something about a plot against you.”
Steve motioned Joe into the kitchen. “I have everything back here on the counter,” said Steve. “But before we start, I thought maybe you could first bring me up to speed on how the sale of the company is going.”
Joe smirked at Steve. “Yeah, sorry about that,” he said quietly. “I was a little out of line with all that nonsense.”
“Don’t worry about it Joe. We are all on edge with everything going on,” said Steve.
“We may need a little bit of damage control down at the office,” said Joe. “The stories are really flying around. And if I thought they might be real who knows what kind of panic might be brewing.”
“That is the least of my worries right now Joe,” said Steve with a sigh. Steve pointed Joe over to the counter bar where all of the documents pertaining to the Thursday morning meeting were laid out. “Have a seat Joe.”
“Are you limping Steve? Did you do something to your leg?” asked Joe.
“Oh, it’s nothing. It is much better today. But I did meet a real nice woman because of it. I’ll tell you all about her later. Can I get you a cup of coffee?” asked Steve.
“Sure, that sounds good,” said Joe as he sat down and glanced at the arrangement of papers on the counter.
Steve poured a steaming cup and placed it on the edge of the bar next to Joe. “Black?” asked Steve.
“Yeah, black,” replied Joe. “What are all these documents for Steve? Is this what you wanted to talk about?” asked Joe, as he pointed at the piles of papers.
Steve walked over and pulled out a barstool and took a seat next to Joe. “Well Joe, I got a problem. Actually, I have two problems.” Steve paused and looked Joe in the eyes. “I have two really big problems. You’re the only person I can trust with this.”
Joe took a sip of his steaming coffee. “Sure Steve, whatever you need. How can I help?”
Steve handed Joe a photocopy of the note he found in Christy’s closet. “I made this copy right before you arrived. This is a note that I found hidden in Christy’s closet. It was with the contract for the homeless shelter. You know, the contract that has been missing for the last week.”
Joe studied the note for about a minute and returned it to the counter. He had a somewhat pained look on his face as he turned to Steve. “This TB that wrote the note, I assume it’s Tim Burke?”
Steve nodded. “Yes. It has to be Tim Burke.”
“And do you really think that Christy was doing this? You think she was supplying him with your contracts and inside company information?”
“Yes, I believe it,” said Steve with a sure tone. “In fact, I am sure she was doing it.”
Joe was rather surprised at Steve’s assertive response and his composed appearance. “You seem pretty calm about all this,” said Joe.
“Well Joe, I had the whole night to think it over. I am pretty torn up inside but I can accept it. You were right all along about Christy. You could see it and you tried to tell me. I just wouldn’t listen. And like you said yesterday, the signs were all there. I really feel like a jerk over the whole thing.”
Joe gave a nervous laugh. “Well, if it makes you feel any better Steve, even I didn’t think she would ever go to this extreme.”
“Oh wait, you still don’t even know the half of it. It gets even better,” said Steve. “I really pissed her off this morning and before she left the condo she took all of the cash out of my wallet and ripped three blank checks out of my checkbook. And I was all ready to spend the rest of my life with her.”
Joe took a quick sip of his coffee. “Hey, at least you found out now before it was too late.”
“Yeah, you’re certainly right about that. I was alone before I met Christy and I will be able to survive being alone again,” said Steve. “But my big problem right now is Tim and the group at the office. The note is pretty clear on the shelter contract. I know they want to stop that project but I am not totally sure I know what the other plan is.”
“Well, you can always change your mind on giving them voting rights. Or better yet, just don’t split up the company,” said Joe half-jokingly. “Then you will be sure they couldn’t do anything.”
“Don’t think I haven’t thought about that option,” said Steve. “You know, a big factor in giving them part ownership was to make my life easier so I could take more time for my charity projects and myself. It doesn’t seem to be working out the way I had planned. Do you have any thoughts on what Tim could be referring to when he mentions his full plan in the note?”
Joe looked perplexed. “I really have no idea Steve. I would assume from the note that Christy is going to get a large payout from it. If she is getting a big amount then the payout for the others would have to be quite substantial. How would Tim and the others be able to siphon off that much money from the company? I mean they don’t even start to get vested into any of the ownership percentages until a full year from the meeting. How can they get that kind of money out without your knowledge or your consent?”
Steve reached over and grabbed the copy of the by-laws. He handed it over to Joe. The back page with the large red circle was still folded over as the top sheet.
“Here is the answer to that question,” said Steve. This was the easy one. Read the section on the voting rules. I circled it in red.”
Joe quickly scanned through the highlighted paragraph. He turned to Steve with a sour look.
“Who the hell wrote that gem?” Joe asked.
“The legal department. I remember when they created this document. They modeled it after some legal documents from other companies. And guess who provided those documents?
“Tim?”
“Yup. Tim said it would save time to use them as a model. I guess the legal department thought it was fairly common language and I guess that for a larger company it might be standard wording. I didn’t challenge it. I mean who would have thought about it back then?”
“You’re going to implement a change to the wording, right?” asked Joe.
“You’re damn right I am going to change the wording. But, I am not going to release the new copy until right at the beginning of the Thursday meeting,” said Steve forcefully.
Steve pointed at the voting procedure. “This has to be the other document that Tim talks about in the note to Christy. After I found this section, it stirred my memory and I even remembered Christy asking me about this document over the weekend. She wanted to know if all of the documents were finalized for the Thursday meeting and she asked about the document that outlined the procedures for corporate voting. I thought it was kind of strange at the time, but I thought that she was finally trying to understand my work and get more involved in my life. Guess it was just wishful thinking.”
Steve looked at Joe and slightly raised his eyebrows. “But there is some good news too,” said Steve. His tone sounded optimistic.
; “They think they have the final copy of the document. If I distribute the changed version at Thursday’s meeting right before they have to sign it, I would have to believe they will sign it without even reading through the thing. I could make some minor changes that aren’t that noticeable as long as I keep them away from the section on voting guidelines. That will most likely be the area of the document they give their attention to. I’d bet I could change the wording to be their death warrants and they would still sign it.”
Joe nodded in approval of Steve’s words. “That would be my guess too. They aren’t going to want to look like they don’t trust you by a lengthy review. Especially if it is something they think they already know. Do you have any thoughts as to what Tim’s overall plan could be?”
Steve dug through several piles of documents that were in front of him. He pulled out a few pages from an old internal memo and handed them over to Joe.
“This is an internal memo Tim sent to me almost a year and a half ago. It outlines a plan for Peterson Software to initiate a public offering of stock. It shows the money that could be raised through the deal. The interesting point is on the second page. It shows recommendations for stock awards to employees. My guess would be that his plan is similar to what is outlined here in this memo but I can’t be fully certain.”
Joe scanned the document. “What an ass. Does he really think he could pull something like this off on his own?”
“Not alone. He would need the votes of all of the other senior vice presidents.” Steve reached over and held up the page with the big red circle. “If I left this as the final version, they would have enough votes to do it. They could do whatever they wanted to do. For all intents and purposes, they could take over and run the entire company. They could even get rid of me if they wanted.”
Joe shook his head and sighed slightly. “I still can’t believe they would go to this extreme.”
“Well just in case this is their plan I would like to be prepared. I would like you to help me rewrite this section of the by-laws. I don’t want the legal department to do the rewrite in case Tim has someone in legal working with them. I am not sure how deep this thing goes. After we are done with the rewrite, I will run the changes by the outside law firm I sometimes use for the bigger jobs; just to be safe.”
Joe nodded. “Good plan. Let’s get to work.”
Chapter 30 - Turning Tide
The door to Tim Burke’s office was tightly closed. It had been that way for the last two hours. The rumors that swirled through Peterson Software were growing with each new strange occurrence. The closed door of Tim’s office only added to the validity of the stories.
When Steve Peterson did not arrive to work at his normal time, the stories took on a fever pitch. Work around the office came to a near standstill. Even the employees who didn’t put much stock into office gossip started to browse the Internet for information on housing in Seattle and New Jersey.
Tim Burke sat hunched over at his desk behind the closed door. He nervously thumped his right hand on the edge of his desk. Before him, several important legal documents in need of his attention were haphazardly strewn on the desktop. The documents were all being ignored.
Tim anxiously glanced over at the brass and glass clock that hung on the office wall. It was twelve minutes passed noon. Only three minutes had passed since the last time he checked the time.
The thumping grew louder and faster. Tim was growing more agitated and more annoyed with each passing second.
“Where the hell can she be?” Tim asked himself aloud.
Tim glared at the phone, urging it to ring with his mind. He had already called Christy five times within the last three hours and left two messaged on her office phone mail. He had just called her cell phone. A message stated that the phone was either out of range or turned off. Time seemed to stand still for Tim as he thumped away.
The thumping increased as Tim’s agitation grew. He looked up to the wall clock to check the time again. The clock read thirteen minutes past twelve. “Damn it,” Tim said loudly. He turned his attention back to the silent phone.
The fact that Steve Peterson never showed up for work had Tim on high alert. Something was up. Tim had already raced around the office several times looking for anybody that might have information regarding Steve’s unexplained absence. He phoned Steve’s secretary and several of the other senior vice presidents. No one heard anything from Steve all morning, not one word.
Steve’s absence was highly irregular. It was something that just didn’t happen. Tim was sure that Steve somehow found out about his plan. Tim scowled at the idea. He stared at the phone and pondered the possible explanations for Steve’s absence and Christy’s unexpected silence.
Suddenly, the phone rang. The unexpected break in the calm caused Tim to jump in his chair. The thumping of the desk came to an abrupt halt. Tim read the caller-id display. His calls to Christy were finally being answered. Tim grabbed at the phone handset.
Tim’s tone was loud and accusatory right from the start. “Where the hell have you been Christy? I have been trying to reach you for almost three goddamn hours,” Tim shouted into the receiver.
“Christ Tim, calm down,” said Christy. “I called you back as soon as I could. I got into work late this morning and then I got trapped in an unexpected meeting. We just broke for lunch. I immediately came out to the car so I could talk freely on the cell phone. I wasn’t trying to avoid your call. I guess you are wondering why Steve isn’t in the office.”
“You’re damn right I am,” barked Tim. “Where the hell is he now? He still hasn’t shown up at the office.”
“He’s home sick in bed,” said Christy.
“You think he is taking a sick day? You don’t believe that shit, do you? Steve doesn’t take sick days. Either he is really on death’s door or he has found out something about the IPO plan and he is out there doing something about it right now.”
“Well, all I know is he was in bed when I got home last night,” answered Christy. “And he was in bed when I left for work this morning. I tell you he sounded horrible this morning. I think he has the flu.”
“You really think he is sick,” asked Tim. “You think that is all there is to it?”
“Yeah, I would put money on it. But, he has been acting kind of weird lately,” Christy said rather pensively.
Tim did not like the implication of Christy’s words. Something didn’t sound right.
“Christy, what do you mean by he was acting weird?” Tim asked. “Weird is not what I need to be hearing right now. Describe what you mean by weird,” Tim demanded.
“Well, he kind of talked back to me this morning,” Christy said.
“Really? Steve talked back to you? That is not right. I think something is up. I’ll bet he knows something. Do you think he could have found out anything about the plan?” asked Tim.
“I don’t think so Tim. He hasn’t mentioned anything. I think he would have said something to me if he had any suspicion at all,” responded Christy.
“You didn’t go and leave anything lying around that might have tipped him off, did you?” Tim asked. His words sounded quite critical of Christy.
Tim’s accusatory tone hit a nerve with Christy. She did not like having her work questioned. She struck back.
“You listen to me Tim. All I know is he doesn’t know about your plan from me. If he found out about it then maybe it was your fault. It was probably you and your stupid meeting at work yesterday. I told you to have that meeting off site after work. You had to go and do it right under his goddamn nose. That was stupid. That was just plain stupid what you did. But you always know better. You have to dangle it right under his nose so you can prove how dumb he is and how smart you are. You always have to prove you are better than everyone else.”
Tim broke into Christy’s rant. “Christy, it wasn’t the damn meeting,” Tim said firmly. “I had that situation under control. As far as Steve is concerned, we were discussing new pro
ducts for the company in that meeting. There is nothing more to it.”
“Well it wasn’t me either,” said Christy. “And I don’t like you assuming I am always at fault. Look at yourself sometimes or go and get yourself another informer. I am getting sick of this shit with you.”
Tim realized the last thing he needed was to get Christy all up in arms. He lowered his tone and tried to calm the situation.
“It is probably nothing Christy,” said Tim. He tried to keep the tone of his voice calm. “It’s possible that Steve may actually be sick. There is a first time for everything. It’s getting close to the meeting date and maybe we are all getting a little jumpy. Maybe we are all getting paranoid.”
Tim closed his eyes and began to massage the side of his head with his free hand. “Christy, we both need to remain calm,” he said quietly.
“Yeah, I agree,” responded Christy. “Above all, we have to stay calm and you have to stay off my back. I will try to get a better read on Steve when I get home tonight. I will be able to tell if he has any suspicions about you or your plan.”
“OK Christy, but you let me know if there is anything out of the ordinary. And I mean anything,” said Tim. His uncontrollable voice began to rise again. “You call me first thing tomorrow morning. And I mean it Christy. Call me first thing when you get to the office tomorrow morning.”
“I will Tim, I’ll call you when I get there.”
Christy ended the call. She was happy to have the painful conversation with Tim over and done. Now she would be able to devote all of her remaining lunch hour to her only other high priority task. She could locate her new Gucci Jackie O bag.
Christy reached into her purse and pulled out the three checks she ripped out of Steve’s checkbook earlier that morning. She wrote out one of the checks for $1,000. The check was made payable to cash, and then signed with a very acceptable forgery of Steve Peterson’s signature.
That will be enough for the handbag and it will still leave a little something extra for my trouble, she thought. She smiled as she slid the completed check above the sun visor. Christy took the remaining two checks and returned them to her purse.